China Interactive Education, Inc. - Exhibit 10.3 - Prepared By TNT
Filings Inc.




  




Exhibit 10.3 


(English Translation) 


Sale & Purchase Contract 


Contract No: 

Place of execution : Shenzhen 

Buyer (Party A): MenQ Technology Limited 

Address: 13 BC Jinrun Plaza, Shenzhen Road, Futian District, Shenzhen 

Legal Representative: Chen Ruo Fei 

Provider (Party B): Avnet Sunrise Limited 

Address: 10/F, Block A, Electronic & Technology Building, middle Shennan Road,
Shenzhen City 

Legal Representative: 

Party A and Party B, in fully friendly negotiation, entered
into this contract, dated as of September 23, 2009 ("effective date") that Party
A would purchase Microsoft’s WINCE Core 5.0/6.0 Runtime License from Party B,
for establishment of long-term partnership and assurance of timely
scale-delivery and quality of products, subjected to Contract Law of People’s
Republic of China and related rules and regulations. 

1. 

Name,
Specification, Performance, Place of Production, Quantity, Unit Price 


	
    
    Name
	
    
    Specification
	
    
    Brand
	
    
    Quantity
	
    
    Unit Price
	
    
    Tax Rate (%)
	
    
    Price before Tax

	
    
    WINCE Core
	
    
    884-00304
	
    
    Microsoft
	
    
    900,000
	
    
    (Omitted
	
    
    0
	
    
    (Omitted and

	
    
    5.0/6.0 Runtime
	
    
    ZH-00019
	
     
	
    
    sheets
	
    
    and Filed
	
     
	
    
    Filed Separately

	
    
    License
	
     
	
     
	
     
	
    
    Separately
	
     
	
    
    with the SEC)

	
     
	
     
	
     
	
     
	
    
    with the
	
     
	
     

	
     
	
     
	
     
	
     
	
    
    SEC)
	
     
	
     

	
    Total Amount: (Omitted and Filed Separately with the SEC)	 



The products described above shall be CNR products and shall
not be revocable, and returned. The delivery date of such products shall not be
changed. 

2. 

Price 

2.1 

The price described above
shall be effective from 11/01/2009 to 10/30/2010. 

2.2 

The price
described above shall be discounted price offered by Party B on the basis of
Microsoft global price system, provided that Party A should purchase 900,000
sheets of products described above ("Product") within a natural year. Both
parties agreed that Party A should pick up all products described above prior to
October 31, 2010, subjected to this contract; Otherwise, Party B shall have
right to issue invoice to Party A regarding the rest of products which shall be
deemed that Party A would have purchased products in such quantities. Party A
shall immediately accept delivery of this product in such quantities and pay for
them, subjected to this contract. 








2.3 

Price
described above shall include the package fee and delivery fee. 

3. 

Delivery 

3.1 

Party B shall
deliver products described above in installments to Party A within one year,
subjected to Party A’s delivery notice (in the form of order sealed by both
parties, the order shall be in accordance with this contract)agreed by Party B.


3.2 

Delivery
Period 

Party B shall deliver the goods
later on thirty business days as of the date of receipt of Party A’s delivery
notice unless both parties negotiated extra. The delivery date accepted by Party
B shall be anticipated. In the event of delay of delivery, both parties shall
settle such matter in friendly negotiation manner. Party A shall not revoke to
deliver other products in the event of delay delivery of some parts of products
listed in delivery notice. 

3.3 

Place of
Delivery 

Party B shall deliver goods to MenQ
International unless both parties negotiated extra. 

4. 

Risk 

Damage, ruin or vanish of such
products etc risk shall be borne by Party B prior to delivery of such to Party
A. Contrarily, the risk aforesaid shall be borne by Party A. 


5. 

Products’
check and acceptance 

5.1 

Party B shall
deliver products to the place described above and Party A shall accept the
delivery and do primary check against products. The primary check shall include
appearance, specification, quantity, size of products whether all of such items
shall be in accordance with this contract. If not, Party A shall notify on the
receipt of signature. Party A shall check and accept the products at the date of
signed receipt of delivery. The standard of check and acceptance shall be
instructed by Microsoft. 

5.2 

Party A shall
bring up this issue to Party B within two business days as of the date of check
and acceptance in the event of demur of quantity, quality and performance of
such products. Party B shall reply and settle the issue by Party A within seven
business days upon receipt of Party A’s demur. 

5.3 

Party B ensure
that the products shall be subjected to standards of Microsoft original factory.


6. 


Payment Terms 

Party B shall place order to
original factory upon receipt of Party A’s order. Party B shall notify Party A
to pay upon arrival of goods in Party B ‘s warehouse and arrange the delivery of
goods in accordance with this contract upon receipt of Party A’s payment. 








(Note: Both parties shall do such
transaction at the price of (Omitted and Filed Separately with the SEC)
per sheet during this period of this contract . In the event that the quantity
of goods actually purchased by Party A is equal to or exceed 900 K sheets during
this period of this contract, Party B shall return price difference (Total
amount : (Omitted and Filed Separately with the SEC)) or goods whose
value shall be equal to total price difference (180 K sheets = (Omitted and
Filed Separately with the SEC)) to Party A in non-installment within one
month upon expiration of this contract. In the event that Party A does not
purchase quantity of goods stated in this contract, Party B shall not return
price difference and goods in equal value.) 

Party B shall be paid interest at
the rate of 1.5 % per month regarding the days (from the deadline to date of
actual payment) delay of payment of amounts stated in invoice and the reasonable
attorney fee and other expenditure arose from this matter. 

7. 

After-sale
Service 

Party B shall actively assist Party
A to solve the technology problems. In the event that Party B could not solve
such problem, both parties agree that both of them shall assist original factory
to solve such problem. 

8. 

The third
party patent 

Product includes software and other
intellectual property, applicable third party’s rights such as patent, copyright
and/ or user’s license criterion. Upon bilateral consents, except the approvals
and authorization granted from Party B’s factory to Party A, any agreements in
this contract can not be deemed as any transfer or approval of any copyrights
that are related to licensed products. 

9. 

Limited
promises from Party B 

Party B shall transfer to Party A
of all the guarantees and compensations provided by the original factory,
including any transferable guarantees and compensations on invasion of related
copyrights. Party B guarantees the products shall be in accordance to the
standard book provided by original factory. Party B shall not guarantee on the
marketability, goal-meeting ability and innovation. In the case that products
are not in accordance to the standard book or any disputes arising from
copyrights or other rights, Party B can assist Party A to coordinate with
original factory. Party B shall not bear any responsibilities in such events.


10. 

Amendments and
transfers of contracts 

10.1. 

Both parties
shall amend such contracts upon bilateral consents. Prior to the agreements on
any amendments, this contract shall be valid. The amendment to such contract can
only be made in written form and executed by the authorized representatives from
Party A and B . 

10.2. 

In the case
that either Party intents to transfer the stated rights and obligations to any
third party, a written consent from the other party is required. It shall be
deem as invalid transfer if the written approval from the other party is
missing. The other Party could require the People’s court to justify that the
transfer is not valid. Party B and its related companies shall bear the
obligations stated in this contract. This contract is binding for the successor
and transferees. 

11. 

Obligations


Under the largest extent approved
by law, Party B shall not bear any obligations in the losses caused form
indirect, special, random or continuous basis. Party A is not entitled to seek
any ramification from Party B. Such losses include, loss on net profit or
revenue, loss on data, not able to be used, heavy industrialization, expense on
manufacturing, indemnity to reputation and loss on clients. For all the losses,
Party A shall obtain remediation or compensation from Party A in the amount not
exceeding disputable products’ price. 








12. 

Confidentialities 

Party A shall bear the obligations
to keep confidential on the related technical documents, information on Party
B’s products related to this contract and copies of this contract. Without
approval from Party B, Party A shall not transfer, copy, publish or through
other methods to release such information to any third party. 

Party A and B shall bear the
obligation on confidentialities on any "Confidential Information" marked by the
other party. Except the disclosure is necessary in performing this contract,
either party shall not disclose any stated information to third party. 

13. 

Out of controlled scale by
Party B 

Party B shall not bear any
obligation of the non delivery or late delivery of the valid orders due to the
reasons out of Party B’s control. (for example, force majeure, action or
non-action of Party A, human or natural caused disasters, epidemic diseases,
short supply in materials, strikes, terrorist activities, transportation delay
or no able to acquire labor or material from normal channels). 

14. 

control on importing &
exporting 

Certain products and related
technologies and documents distributed by Party B are regulated by U.S.
exporting control law, regulations and orders and exporting control laws and
regulations of other countries. Party A shall not transfer any related
technologies or documents directly or indirectly to any third party or country,
which is prohibited or restricted by such exporting law or regulation. Party A
agrees to obtain the necessary licenses or approvals on exporting or transfer.


15. 

Applicable laws 

This contract is under the adjustment of the law of
People’s Republic of China. (excluding application on the "international goods
sales Treaty" published by United Union). 

16. 

Settlement on disputes 

Any dispute arising from the
execution of this contract shall be settled via negotiation. In the case that
the issue can not be settled via negotiation, such dispute shall be submitted to
the China International Economic and Trade Arbitration Commission ("IETA") for
settlement. The settlement from IETA shall be final and are effective to both
parties. 

17. 

Usage of products 

The products shall be used in accordance to
relevant regulations of original factory. 








18. 

Conditions on effectiveness &
valid term 

This contract shall be made on two copies, each
party keep on and shall be effective from the effective date described above.
(This is not in a written form below, only the stamps from both parties). 

19. 

Others 

In the case that the suggestions
and statements are provided free, then such statements or suggestions are the
convenience provided by Party B to Party A. Party B shall not bear any
responsibility on the content and usage of such statement or suggestion. 

In the case that Party B is not objective to any
documents, delivery or behavior provided or performed by Party A, Party B shall
not be deemed as abandon to any term stated in this agreement. 

Any non-exercisable term stated in this contract
shall not affect the execution on other terms. 

Party A and B shall perform under the laws and
regulations accordingly. 

Entireness of such contract; This
contract includes all the understandings of stated contents from Party A and B
and shall replace all the related contracts previously entered. Amendments to
this contract shall be conducted in writing and shall be executed by the
representatives by both parties. 

Notification; Any notification
under such contract shall be delivered through registered letters or verified
delivery companies and shall present receipt or, through recognized 24-hour post
delivery to delivery to the above stated addresses. The receipts shall be the
executing individuals below. 

Party A: MENQ TECHNOLOGY LIMITED 

Address: 13 BC, JINRUN PLAZA, SHENNAN ROAD 

Contact: 

Phone: 

Fax: 

Authorized signature: 

Date: 

Party B: AVNET SUNRISE LIMITED 

Address: 10/F, Block A, Electronic & Technology Building, middle Shennan Road,
Shenzhen city Contact: 

Phone: 

Fax: 

Authorized signature: 

Date: